Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations

Certain statements in this Quarterly Report on Form 10-Q are "forward-looking
statements" within the meaning of Section 27A of the Securities Act of 1933, as
amended (the "Securities Act"), and Section 21E of the Securities Exchange Act
of 1934, as amended (the "Exchange Act"). These statements involve a number of
risks, uncertainties and other factors that could cause our actual results,
performance or achievements to be materially different from any future results,
performance or achievements expressed or implied by these forward-looking
statements. Factors which could materially affect such forward-looking
statements can be found in the section entitled "Risk Factors" in our Annual
Report on Form 10-K for the year ended December 31, 2013 and elsewhere in this
Quarterly Report. Investors are urged to consider these factors carefully in
evaluating any forward-looking statements and are cautioned not to place undue
reliance on such forward-looking statements. The forward-looking statements made
herein are only made as of the date hereof and we undertake no obligation to
publicly update such forward-looking statements to reflect subsequent events or
circumstances.

Overview

We are a leading provider of technology-enabled transportation and supply chain
management solutions. We utilize a proprietary technology platform to compile
and analyze data from our multi-modal network of transportation providers to
satisfy the transportation and logistics needs of our clients. This model
enables us to quickly adapt to and offer efficient and cost-effective solutions
for our clients' shipping needs. We focus primarily on arranging transportation
by truckload ("TL") and less than truckload ("LTL") carriers. We also offer
intermodal (which involves moving a shipment by rail and truck), small parcel,
domestic air, expedited and international transportation services. Our core
logistics services include rate negotiation, shipment execution and tracking,
carrier management, routing compliance and performance management reporting.
We procure transportation and provide logistics services for clients across a
wide range of industries, such as manufacturing, construction, consumer products
and retail. Our clients fall into two categories, Enterprise and Transactional.
We typically enter into multi-year contracts with our Enterprise clients, which
are often on an exclusive basis for a specific transportation mode or point of
origin. As part of our value proposition, we also provide core logistics
services to these clients. We provide transportation and logistics services to
our Transactional clients on a shipment-by-shipment basis, typically with
individual, or spot market, pricing.

We generate revenue through the sale of transportation and logistics services to
our clients. Revenue is recognized when the client's product is delivered by a
third-party carrier. Our revenue was $552.8 million and $428.0 million for the
six month periods ended June 30, 2014 and 2013, respectively, representing a
period-over-period increase of 29.1%.

Our revenue is generated from two different types of clients: Enterprise and
Transactional. Our Enterprise accounts typically generate higher dollar amounts
and volume than our Transactional relationships. We categorize a client as an
Enterprise client if we have a contract with the client for the provision of
services on a recurring basis. Our contracts with Enterprise clients typically
have a multi-year term and are often on an exclusive basis for a specific
transportation mode or point of origin. In several cases, we provide
substantially all of a client's transportation and logistics requirements. We
categorize all other clients as Transactional clients. We provide services to
our Transactional clients on a shipment-by-shipment basis. For the six month
periods ended June 30, 2014 and 2013, Enterprise clients accounted for 27% and
30%, respectively, of our revenue and Transactional clients accounted for 73%
and 70%, respectively, of our revenue. We expect to continue to grow both our
Enterprise and Transactional client base in the future, although the rate of
growth for each type of client will vary depending on opportunities in the
marketplace.

Revenue recognized per shipment will vary depending on the transportation mode,
fuel prices, shipment weight, density and mileage of the product shipped. The
primary modes of shipment that we transact in are TL, LTL, intermodal and small
parcel. Other transportation modes include domestic air, expedited services and
international. Typically, our revenue is lower for an LTL shipment than for a TL
shipment, and revenue per shipment is higher for shipments in modes other than
TL, LTL and small parcel. Material shifts in the percentage of our revenue by
transportation mode could have a significant impact on our

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revenue growth. For the six month period ended June 30, 2014, TL accounted for
52% of our revenue, LTL accounted for 37% of our revenue, intermodal accounted
for 6% of our revenue, small parcel accounted for 4% of our revenue and other
transportation modes accounted for 1% of our revenue. For the six month period
ended June 30, 2013, TL accounted for 44% of our revenue, LTL accounted for 42%
of our revenue, intermodal accounted for 8% of our revenue, small parcel
accounted for 4% of our revenue and other transportation modes accounted for 2%
of our revenue.

The transportation industry has historically been subject to seasonal sales
fluctuations as shipments generally are lower during and after the winter
holiday season because many companies ship goods and stock inventories prior to
the winter holiday season. While we experience some seasonality, differences in
our revenue between periods have been driven primarily by growth in our client
base.

Transportation costs and net revenue

We act primarily as a service provider to add value and expertise in the
procurement and execution of transportation and logistics services for our
clients. Our pricing structure is primarily variable, although we have entered
into a limited number of fixed fee arrangements that represent an insignificant
portion of our revenue. Net revenue equals revenue minus transportation costs.
Our transportation costs consist primarily of the direct cost of transportation
paid to the carrier.

Net revenue is the primary indicator of our ability to add value to our clients
and is considered by management to be an important measurement of our success in
the marketplace. Our transportation costs are typically lower for an LTL
shipment than for a TL shipment. Our net revenue margin, however, is typically
higher for an LTL shipment than for a TL shipment. Material shifts in the
percentage of our revenue by transportation mode, including small parcel, could
have a significant impact on our net revenue. The discussion of results of
operations below focuses on changes in our net revenue and expenses as a
percentage of net revenue margin. For the six month periods ended June 30, 2014
and 2013, our net revenue was $95.5 million and $78.1 million, respectively,
reflecting an increase of 22.3%.

Operating expenses

Our costs and expenses, excluding transportation costs, consist of commissions
paid to our sales personnel, general and administrative expenses to run our
business, changes related to contingent consideration, and depreciation and
amortization.

Commissions paid to our sales personnel, including employees and agents, are a
significant component of our operating expenses. These commissions are based on
the net revenue we collect from the clients for which such sales personnel have
primary responsibility. For the six month periods ended June 30, 2014 and 2013,
commission expense was 27.2% and 25.5%, respectively, of our net revenue. The
increase is due to the fluctuation of the composition of our net revenue
originating from sales employees and agents. The percentage of net revenue paid
as commissions will vary depending on the type of client, composition of the
sales team and mode of transportation. Commission expense, stated as a
percentage of net revenue, could increase or decrease in the future depending on
the composition of our revenue growth and the relative impact of changes in
sales teams and service offerings.

We accrue for commission expense when we recognize the related revenue. Some of
our sales personnel receive a monthly advance to provide them with a more
consistent income stream. Cash paid to our sales personnel in advance of
commissions earned is recorded as a prepaid expense. As our sales personnel earn
commissions, a portion of their commission payment is withheld and offset
against their prepaid commission balance, if any. Prepaid commissions and
accrued commissions are presented on a net basis on our balance sheet.

Our selling, general and administrative expenses, which exclude commission
expense and changes to contingent consideration, consist of compensation costs
for our sales, operations, information systems, finance and administrative
support employees as well as occupancy costs, professional fees and other
general and administrative expenses. For the six month periods ended June 30,
2014 and 2013, our selling, general and administrative expenses were $51.0
million and $40.9 million, respectively. For the six month periods ended
June 30, 2014 and 2013, selling, general and administrative expenses as a
percentage of net revenue were 53.4% and 52.4%, respectively. The increase is
due to additional operating support, additional operating expenses related to
our 2014 acquisitions of Online Freight Services, Inc. ("OFS"), Comcar
Logistics, LLC ("Comcar") and One Stop Logistics, Inc. ("One Stop"), and
acquisition-related transaction costs associated with our 2014 acquisitions.

Our contingent consideration expenses consist of the change in the fair value of
the contingent liabilities payable to the sellers of our acquired businesses.
The contingent liabilities relate to expected earn-out payments that will be
paid upon the

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achievement of certain performance measures by our acquired businesses. These
liabilities are evaluated on a quarterly basis and the change in the contingent
consideration is included in the selling, general and administrative expenses in
our consolidated statement of income. For the six month periods ended June 30,
2014 and 2013, we recorded charges of $1.3 million and $0.4 million,
respectively, related to fair value adjustments to the contingent consideration
obligation.

Our depreciation expense is primarily attributable to our depreciation of
computer hardware and software, equipment, furniture and fixtures and internally
developed software. For the six month periods ended June 30, 2014 and 2013,
depreciation expense was $4.7 million and $4.0 million, respectively. The
increase is primarily due to the depreciation of property and equipment related
to the expansion of our Chicago headquarters.

Our amortization expense is attributable to our amortization of intangible
assets acquired from business combinations, including customer relationships,
trade names and non-compete agreements. For the six month periods ended June 30,
2014 and 2013, amortization expense was $1.7 million and $1.2 million,
respectively. The increase is due to the amortization of intangible assets
associated with the acquisitions of OFS, Comcar and One Stop.

Comparison of the six months ended June 30, 2014 and 2013

Revenue

Our revenue increased by $124.8 million, or 29.1%, to $552.8 million for the six
month period ended June 30, 2014, from $428.0 million for the six month period
ended June 30, 2013. The increase was attributable to the increase in the number
of our clients and the total number of shipments executed on behalf of, and
services provided to, these clients. Included in this increase was $47.2 million
of additional revenue generated in 2014 from the acquisitions of OFS, Comcar,
and One Stop.

Our revenue from Enterprise clients increased by $21.3 million, or 16.8%, to
$148.3 million for the six month period ended June 30, 2014, from $127.0 million
for the six month period ended June 30, 2013, resulting from increases in the
number of Enterprise clients, shipments executed on behalf of these clients and
transportation rates. Our percentage of revenue from Enterprise clients
decreased to 26.8% of our revenue for the period ended June 30, 2014 from 29.7%
for the period ended June 30, 2013 due to an increase in the number of
Transactional shipments.

Our revenue from Transactional clients increased by $103.5 million, or 34.4%, to
$404.5 million for the six month period ended June 30, 2014, from $301.0
million for the six month period ended June 30, 2013. Our percentage of revenue
from Transactional clients increased to 73.2% of our revenue for the six month
period ended June 30, 2014, from 70.3% of our revenue for the six month period
ended June 30, 2013. The increase in Transactional revenue was driven by
increases in both the number and productivity of sales employees as well as by
the acquisitions of OFS, Comcar, and One Stop. Our revenue per Transactional
client increased by approximately 12.2% for the six month period ended June 30,
2014 compared to the same period in 2013.

Transportation costs

Our transportation costs increased by $107.3 million, or 30.7%, to $457.2
million for the six month period ended June 30, 2014, from $349.9 million for
the six month period ended June 30, 2013. The growth in the total number of
shipments accounted for most of the increase in our transportation costs during
this period. Our transportation costs as a percentage of revenue increased to
82.7% for the six month period ended June 30, 2014 from 81.8% for the six month
period ended June 30, 2013 due to an increased percentage of TL shipments in the
composition of our sales volume. Also included in this increase is the
transportation costs associated with the revenue generated from our 2014
acquisitions.

Net revenue

Net revenue increased by $17.4 million, or 22.3%, to $95.5 million for the six
month period ended June 30, 2014, from $78.1 million for the six month period
ended June 30, 2013. The growth in the total number of shipments executed on
behalf of our clients accounted for most of the increase in our net revenue
during this period. Net revenue margins decreased to 17.3% for the six month
period ended June 30, 2014, from 18.2% for the six month period ended June 30,
2013. The decrease in net revenue margins was primarily the result of a higher
percentage of TL revenue as a percentage of total revenue in the six month
period ended June 30, 2014 when compared to the same period in 2013.

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Operating expenses

Commission expense increased by $6.1 million, or 30.3%, to $26.0 million for the
six month period ended June 30, 2014, from $19.9 million for the six month
period ended June 30, 2013. This increase is primarily attributable to the
increase in net revenue. For the six month periods ended June 30, 2014 and 2013,
commission expense was 27.2% and 25.5%, respectively, of our net revenue. This
increase is due to the fluctuation of the composition of our net revenue
originating from sales employees and agents.

Selling, general and administrative expenses increased by $10.1 million, or
24.6%, to $51.0 million for the six month period ended June 30, 2014, from $40.9
million for the six month period ended June 30, 2013. The increase is primarily
the result of hiring sales personnel to drive continued growth of our business,
hiring operational personnel to support our growth in customers and shipment
volume, and acquisition-related transaction costs for our 2014 acquisitions. As
a percentage of net revenue, selling, general and administrative expenses
increased to 53.4% for the six month period ended June 30, 2014, from 52.4% for
the six month period ended June 30, 2013. The increase, as a percentage of net
revenue, is primarily attributable to increased compensation and facilities
expenses associated with the growth of our business.

Contingent consideration

The change in contingent consideration resulted in a net increase to our
contingent consideration obligation for the six month periods ended June 30,
2014 and 2013. The resulting expense recognized in our consolidated statement of
income from the change in the contingent consideration obligation was $1.3
million for the six month period ended June 30, 2014 compared to $0.4 million
for the six month period ended June 30, 2013. For the six month periods ended
June 30, 2014 and 2013, the increases in the contingent liability were due to
greater probability of acquisitions achieving EBITDA earn-out targets and
changes to the time value of money. The fair value of the contingent
consideration obligation for each acquisition reflects updated probabilities as
of June 30, 2014.

Depreciation and amortization

Depreciation expense increased by $0.7 million, or 17.4%, to $4.7 million for
the six month period ended June 30, 2014, from $4.0 million for the six month
period ended June 30, 2013. The increase in depreciation expense is primarily
attributable to the depreciation of property and equipment related to the
expansion of our Chicago headquarters. Amortization expense increased by $0.5
million, or 38.6%, to $1.7 million for the six month period ended June 30, 2014,
from $1.2 million for the six month period ended June 30, 2013. The increase in
amortization expense is attributable to the amortization of intangible assets
related to our 2014 acquisitions.

Income from operations

Income from operations decreased by $0.7 million, or 6.1%, to $10.9 million for
the six month period ended June 30, 2014, from $11.6 million for the six month
period ended June 30, 2013. The decrease in income from operations is
attributable to the increase in operating expenses in excess of the increase in
net revenue.

Other expense and income tax expense

Other expense decreased to $0.1 million for the six month period ended June 30,
2014 from $0.2 million for the six month period ended June 30, 2013.

Income tax expense decreased to $4.1 million for the six month period ended
June 30, 2014, from $4.3 million for the six month period ended June 30, 2013.
This decrease was due to the decrease in income from operations discussed above.
Our effective tax rate for the six month period ended June 30, 2014 increased to
38.2%, from 37.8% for the six month period ended June 30, 2013. The increase in
our effective tax rate was primarily due to the timing and reenactment of the
research and development tax credit which occurred in early 2013 for both the
2012 and 2013 tax years.

Net Income

Net income decreased by $0.4 million, or 22.3%, to $6.7 million for the six
month period ended June 30, 2014, from $7.1 million for the six month period
ended June 30, 2013, due to the items previously discussed.

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Comparison of the three months ended June 30, 2014 and 2013

Revenue

Our revenue increased by $81.0 million, or 36.2%, to $305.1 million for the
three month period ended June 30, 2014, from $224.1 million for the three month
period ended June 30, 2013. The increase was attributable to the increase in the
number of our clients and the total number of shipments executed on behalf of,
and services provided to, these clients. Included in this increase was
$31.5 million of additional revenue generated in 2014 from the acquisitions of
OFS, Comcar, and One Stop.

Our revenue from Enterprise clients increased by $12.1 million, or 18.3%, to
$78.2 million for the three month period ended June 30, 2014, from $66.1 million
for the three month period ended June 30, 2013, resulting from increases in the
number of Enterprise clients, shipments executed on behalf of these clients and
transportation rates. Our percentage of revenue from Enterprise clients
decreased to 25.6% of our revenue for the period ended June 30, 2014 from 29.5%
for the period ended June 30, 2013 due to an increase in the number of
Transactional shipments.

Our revenue from Transactional clients increased by $68.9 million, or 43.6%, to
$226.9 million for the three month period ended June 30, 2014, from $158.0
million for the three month period ended June 30, 2013. Our percentage of
revenue from Transactional clients increased to 74.4% of our revenue for the
three month period ended June 30, 2014, from 70.5% of our revenue for the three
month period ended June 30, 2013. The increase in Transactional revenue was
driven by increases in both the number and productivity of sales employees as
well as by the acquisitions of OFS, Comcar, and One Stop. Our revenue per
Transactional client increased by approximately 19.9% for the three month period
ended June 30, 2014 compared to the same period in 2013.

Transportation costs

Our transportation costs increased by $67.4 million, or 36.5%, to $251.8 million
for the three month period ended June 30, 2014, from $184.4 million for the
three month period ended June 30, 2013. The growth in the total number of
shipments accounted for most of the increase in our transportation costs during
this period. Our transportation costs as a percentage of revenue increased to
82.5% for the three month period ended June 30, 2014 from 82.3% for the three
month period ended June 30, 2013 due to an increased percentage of TL shipments
in the composition of our sales volume. Also included in this increase is the
transportation costs associated with the revenue generated from our 2014
acquisitions.

Net revenue

Net revenue increased by $13.6 million, or 34.5%, to $53.3 million for the three
month period ended June 30, 2014, from $39.7 million for the three month period
ended June 30, 2013. The growth in the total number of shipments executed on
behalf of our clients accounted for most of the increase in our net revenue
during this period. Net revenue margins decreased to 17.5% for the three month
period ended June 30, 2014, from 17.7% for the three month period ended June 30,
2013. The decrease in net revenue margins was primarily the result of a higher
percentage of TL revenue as a percentage of total revenue in the three month
period ended June 30, 2014 when compared to the same period in 2013.

Operating expenses

Commission expense increased by $4.8 million, or 47.8%, to $14.8 million for the
three month period ended June 30, 2014, from $10.0 million for the three month
period ended June 30, 2013. This increase is primarily attributable to the
increase in net revenue. For the three month periods ended June 30, 2014 and
2013, commission expense was 27.7% and 25.2%, respectively, of our net revenue.
This increase is due to the fluctuation of the composition of our net revenue
originating from sales employees and agents.

Selling, general and administrative expenses increased by $6.6 million, or
31.6%, to $27.2 million for the three month period ended June 30, 2014, from
$20.6 million for the three month period ended June 30, 2013. The increase is
primarily the result of hiring sales personnel to drive continued growth of our
business, hiring operational personnel to support our growth in customers and
shipment volume, and acquisition-related transaction costs for the One Stop
acquisition that occurred during the quarter. As a percentage of net revenue,
selling, general and administrative expenses decreased to 50.9% for the three
month period ended June 30, 2014, from 52.0% for the three month period ended
June 30, 2013. The percentage growth in net revenue has outpaced the percentage
growth in selling, general and administrative expenses due to increases in
productivity from sales personnel.

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Contingent consideration

The change in contingent consideration resulted in a net increase and a net
decrease to our contingent consideration obligation for the three month periods
ended June 30, 2014 and 2013, respectively. The resulting expense recognized in
our consolidated statement of income from the change in the contingent
consideration obligation was $1.1 million for the three month period ended
June 30, 2014 compared to a benefit of $0.3 million for the three month period
ended June 30, 2013. For the three month period ended June 30, 2014, the
increase in the contingent liability was due to greater probability of
acquisitions achieving EBITDA earn-out targets and changes to the time value of
money. For the three month period ended June 30, 2013, the decrease in the
contingent liability was due to a reduced probability of acquisitions achieving
EBITDA earn-out targets. The fair value of the contingent consideration
obligation for each acquisition reflects updated probabilities as of June 30,
2014.

Depreciation and amortization

Depreciation expense increased by $0.4 million, or 21.7%, to $2.4 million for
the three month period ended June 30, 2014, from $2.0 million for the three
month period ended June 30, 2013. The increase in depreciation expense is
primarily attributable to the depreciation of property and equipment related to
the expansion of our Chicago headquarters. Amortization expense increased by
$0.4 million, or 60.1%, to $1.0 million for the three month period ended
. . .